Brown’s bid: CPC sale approved, one shareholder objects

Mark Brown, owner of the Main Street Arena, is one step closer to acquiring all shares of the Charlottesville Parking Center. File photo. Mark Brown, owner of the Main Street Arena, is one step closer to acquiring all shares of the Charlottesville Parking Center. File photo.

The proposed sale of the Charlottesville Parking Center to Main Street Arena owner Mark Brown took a major step forward on Monday, August 4, as every CPC shareholder who cast a vote approved of Brown’s offer of nearly $14 million—$34 per share—in a deal that will make him the sole shareholder of the private entity that owns the Water Street Parking Garage and the adjacent parking lot and that manages the Market Street Parking Garage.

After the vote was taken—with nearly 88 percent of CPC shareholders voting by proxy in favor of the sale and two who voted in person giving a thumbs up—applause broke out among the approximately 20 people in the room (a C-VILLE reporter was present because the paper’s corporate parent holds a single share).

“We’re just delighted that it turned out the way it did, and that the investors can now get their money back,” said CPC Chair Jim Berry in a phone interview after the meeting.

One shareholder, however, is not pleased with the deal.

“This was not an open process,” said Richard Spurzem, a residential developer who says he holds fewer than 3,000 shares of CPC and is concerned that the board didn’t make enough of an effort to shop CPC around seeking the highest bid.

“I think the property is worth more,” said Spurzem, who did not attend the meeting and was reached by phone. “I might have made a bid.”

In fact, Spurzem, who abstained from voting on the current deal, did make a bid for CPC back in 2008, in which he offered $23 per share— what would have been a total price of $9.4 million for the 407,039 shares. Spurzem said he made that offer “blind,” without having access to the company’s financials, and the board did not respond to his offer. Several months later, he said, the board sent out a letter telling shareholders the minimum price they’d accept for the corporation’s shares was $17.5 million.

“The real question is who might have paid $17 million in 2008 that they turned down or turned away,” said Spurzem.

In 2007, former shareholder Spencer Connerat, a vocal critic of CPC management, pushed for a buyout by Wachovia that he said could have garnered $43 a share. No such deal was ever taken to shareholders, and it became one more chapter in the company’s contentious history when Connerat accepted CPC’s offer of $120 for his three shares and another $5,000 for his silence.

Now a Florida resident, Connerat—who has said his family still owns 1,480 shares of CPC stock—declined comment on that episode or the terms of the current deal.

“I applaud Jim [Berry] for his stewardship, commend [CPC General Manager] Bob Stroh for his service, and wish Mr. Brown well,” he said.

Spurzem has elected to exercise his right of appraisal, a process by which he will submit to Brown his own estimation of the shares’ fair value. If Brown and Spurzem disagree on the estimate, the matter could end up in court, said CPC attorney Bob Hodous, but it appears the last-minute wrangling will not derail the deal.

Hodous said he’s been in touch with Brown’s attorney. “I have not received any information that would indicate this is not going forward,” he said.

“I don’t know what Mr. Spurzem is thinking,” said Berry. “I was just happy to take the $34 [a share],” he said. “We’ve been trying to sell the company for years and years, and this is by far the best offer we’ve had.”

Brown, who was on vacation at the time of the meeting, declined to comment pending the deal’s finalization, expected within a week.—with reporting by Graelyn Brashear

Correction: Bob Hodous’ last name was misspelled in the original online and print versions of this article.